8-K/A 1 nascent_8ka-012808.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of earliest event reported: OCTOBER 29, 2007 NASCENT WINE COMPANY, INC. (Exact name of Registrant as specified in charter) NEVADA 333-120949 82-0576512 (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2355-A PASEO DE LAS AMERICAS SAN DIEGO, CALIFORNIA 92154 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (619) 661-0458 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS This Current Report on Form 8-KA amends the Current Report on Form 8-K filed by Nascent Wine Company, Inc. (the "Company") with the Securities and exchange commission dated October 29, 2007 (as the "Original 8-K") in connection with the entering into and closing of the Stock Purchase Agreement with Comercial Targa, S.A. de C.V. (the "Company"), Julia Olavarri de Arana ("Olavarri de Arana"), Luis I. Arana Olavarri and Juan Carlos Arana Olavarri (collectively, the "Sellers") to purchase all of the issued and outstanding capital stock of the Company (except one share which will be held by Rafael Morales Cuevas as nominee shareholder in accordance with applicable Mexican law) (the "Acquisition"). The Current Report of form 8-K did not include the financial statements and pro forma financial information of the business acquired. The Current Report on Form 8-KA is filed to provide the financial statements of the business acquired required by Item 9.01 (a) and pro forma financial information required by Item 9.01 (b) of Form 8-K. . ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. The following financial statements of Comercial Targa, S.A. de C.V and notes thereto, in Spanish and pesos are included as Exhibit 99.1 to this Form 8-K/A and are incorporated by reference to this Form 8-K/A: (i) Report of Jose Fabian Carrillo Villarreal , an independent public Mexican accountant, and Audited Balance Sheet, Statements of Operations, Statements of Stockholders' Equity, Statements of Cash Flows and Notes to the Financial Statements for the years ended December 31, 2006 and 2005; in Spanish and pesos and (ii) Translation of report, Balance Sheets, Statement of Operations, Statements of Stockholders' equity, Statement of Cash Flows, and Notes to the Financial Statements for the years ended. December 31, 2006 ad 2005 translated into English and converted to U. S. dollars (iii) Unaudited financial statements for the nine months ended September 30, 2007 (b) Pro forma financial information. The following pro forma financial information of Nascent Wine Company, Inc. and Subsidiaries/ Comercial Targa, S.A. de C.V., and notes thereto, are included as Exhibit 99.2 to this Form 8-K/A and are incorporated by reference to this Form 8-K/A: (i) Unaudited Pro Forma Balance Sheet as of September 30, 2007, Unaudited Pro Forma Statement of Operations for the nine months ended September 30, 2007 and Unaudited Notes to Pro Forma Financial Statements for the nine months ended September 30, 2007; and (ii) Unaudited Pro Forma Balance Sheet as of December 31, 2006, Unaudited Pro Forma Statements of Operations for the year ended December 31, 2006 and Unaudited Notes to Pro Forma Financial Statements for the year ended December 31, 2006. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Nascent Wine Company, Inc. ------------------------------------ (Registrant) Date: February 5, 2008 By: /s/ Sandro Piancone ------------------------------------ Name: Sandro Piancone Its: Chief Executive Officer 3